RIV Capital Inc. (CSE: RIV) (OTC: CNPOF) (“RIV Capital” or the “Company”) today announced that it had received notice of an Ontario Superior Court of Justice application by JW Asset Management (“JWAM”) in connection with the Company’s process regarding its acquisition of ownership and control of Etain, LLC and Etain IP LLC, owners and operators of legally licensed cannabis cultivation and retail dispensaries in the state of New York (the “Etain Acquisition”).

JWAM, an investment firm focused on the pharmaceutical and cannabis industries, is the holder of approximately 20.4% of the Company’s issued and outstanding Class A common shares (the “Common Shares”). JWAM’s President and Chief Investment Officer, Jason Wild, both individually and through JWAM beneficially owns approximately 35.8% of TerrAscend Corp. (CSE: TER) (OTC: TRSSF) (“TerrAscend”), a competing U.S. multi-state cannabis operator. Mr. Wild also serves as the Executive Chairman and Chairman of the Board of TerrAscend.

In JWAM’s application – which the Company forcefully disagrees with, and intends to vigorously contest – JWAM is seeking a declaration that the management, business or affairs of the Company have been conducted in a manner that is oppressive or unfairly prejudicial or that unfairly disregards the interests of JWAM as a shareholder of RIV Capital. JWAM is also seeking an order requiring RIV Capital to purchase JWAM’s Common Shares at fair value as of March 29, 2022, the day prior to the announcement of the Etain Acquisition.

RIV Capital’s firm position is that the Etain Acquisition, the initial closing of which occurred on April 22, 2022, complied with all applicable laws and stock exchange requirements. The Company also strongly believes that the position advanced by JWAM is baseless and is wholly without merit. RIV Capital intends to ask the court to dismiss the application and award RIV Capital its costs of defending it.